Law Commons^™

Sarbanes-Oxley's Structural Model To Encourage Corporate Whistleblowers, Richard E. Moberly

BYU Law Review

No abstract provided.

Nonprofit Takeovers: Regulating The Market For Mission Control, Dana Brakman Reiser

BYU Law Review

No abstract provided.

Business Associations, Paul A. Quirós, Lynn S. Scott, William B. Shearer Iii

Mercer Law Review

This Article surveys noteworthy cases in the areas of corporate, partnership, and limited liability company law decided during the survey period by the Georgia Supreme Court, the Georgia Court of Appeals, the United States Court of Appeals for the Eleventh Circuit, and the United States district courts located in Georgia. This Article also summarizes enactments at the 2006 Session of the Georgia General Assembly to the Official Code of Georgia Annotated ("O.C.G.A.") with respect to commerce, corporation, partnership, and associations law.

Ex Ante Choices Of Law And Forum: An Empirical Analysis Of Corporate Merger Agreements, Theodore Eisenberg, Geoffrey Miller

Vanderbilt Law Review

A leading question in American corporate law is why such a large percentage of large firms choose Delaware as their state of incorporation. An early view saw Delaware as leading a "race to the bottom" by providing charter terms that favored corporate managers at the expense of shareholders and the public at large. Later theorists postulated that Delaware might rather be providing terms that benefited all parties to the corporate contract ex ante-the "race to the top" view. Some have suggested that Delaware incorporation may represent neither a race to the top nor to the bottom, but rather a race …

Corporate Governance And Rational Energy Choices, Steven Ferrey

William & Mary Environmental Law and Policy Review

No abstract provided.

Beyond Unconscionability: Class Action Waivers And Mandatory Arbitration Agreements, J. Maria Glover

Vanderbilt Law Review

We live in an age of convenience. From financial transactions to electronic correspondence, we frequently deal with large corporations that provide services in our daily lives. One of the prices we pay for the convenience of these transactions, however, is that our commercial relationships increasingly are based on standard form contracts written by large corporations. While these standard form contracts are necessary to an economically efficient society, the growing use of mandatory arbitration provisions and clauses that prohibit class actions in these contracts raises the spectre of corporate abuse.

This reality of modern commercial life brings into conflict two particular …

A New Direction For Shareholder Environmental Activism: The Aftermath Of Caremark, Geoffrey C. Rapp

William & Mary Environmental Law and Policy Review

No abstract provided.

Introduction To The Symposium: Corporate Governance And Environmental Best Practices, Jayne W. Barnard

William & Mary Environmental Law and Policy Review

No abstract provided.

Conscripting Attorneys To Battle Corporate Fraud Without Shields Or Armor? Reconsidering Retaliatory Discharge In Light Of Sarbanes-Oxley, Kim T. Vu

Michigan Law Review

This Note advocates that federal courts should allow attorneys to bring retaliatory discharge claims under SOX. Traditional rationales prohibiting the claims of retaliatory discharge by attorneys do not apply in the context of Sarbanes-Oxley. This Note contends that the Department of Labor and the federal courts should interpret the whistleblower provisions of § 806 as protecting attorneys who report under § 307. Assuring reporting attorneys that they have protection from retaliation will encourage them to whistleblow and thereby advance SOX's policy goal of ferreting out corporate fraud. Part I explores the legal landscape of retaliatory discharge suits by attorneys. This …

The Seductive Comparison Of Shareholder And Civic Democracy, Usha Rodrigues

Washington and Lee Law Review

No abstract provided.

Comment: Corporate Governance And The "D-Word", Thomas W. Joo

Washington and Lee Law Review

No abstract provided.

Comment On Brian R. Cheffins, Dividends As A Substitute For Corporate Law: The Separation Of Ownership And Control In The United Kingdom, Lynne L. Dallas

Washington and Lee Law Review

No abstract provided.

Dividends As A Substitute For Corporate Law: The Separation Of Ownership And Control In The United Kingdom, Brian R. Cheffins

Washington and Lee Law Review

No abstract provided.

Shareholder Democracy And The Economic Purpose Of The Corporation, Donald J. Smythe

Washington and Lee Law Review

No abstract provided.

Personification In Three Legal Cultures: The Case Of The Conception Of The Corporate Unit, Gregory A. Mark

Washington and Lee Law Review

No abstract provided.

The Separation Of Ownership And Control In Modem Corporations: Shareholder Democracy Or Shareholder Republic? A Commentary On Dalia Tsuk Mitchell's Shareholders As Proxies. The Contours Of Shareholder Democracy, Lucas E. Morel

Washington and Lee Law Review

No abstract provided.

Social Conceptions Of The Corporation: Insights From The History Of Shareholder Voting Rights, Colleen A. Dunlavy

Washington and Lee Law Review

The diversity of voting rules in today's corporations indicates that power is distributed among shareholders in a great variety of ways, but current theories of the corporation have little to say about this diversity. For insight into the significance of different ways of distributing power among shareholders and the social conceptions of the corporation that they imply, this Article develops a historically-groundedframeworfko r evaluating the political import of shareholder voting rights. Sketching out the history of shareholder voting rights since the early nineteenth century, it shows how the distinctive meaning of the twentieth-century term "shareholder democracy" grew out of the …

The Transplantation Of The Legal Discourse On Corporate Personality Theories: From German Codification To British Political Pluralism And American Big Business, Ron Harris

Washington and Lee Law Review

No abstract provided.

The Relevance Of Corporate Theory To Corporate And Economic Development: Comment On The Transplantation Of The Legal Discourse On Corporate Personality Theories, Lawrence E. Mitchell

Washington and Lee Law Review

No abstract provided.

Shareholders As Proxies: The Contours Of Shareholder Democracy, Dalia Tsuk Mitchell

Washington and Lee Law Review

No abstract provided.

Piercing The Corporate Veil In West Virginia: The Extension Of Laya To All Sophisticated Commercial Entities, J. Jarrod Jordan

West Virginia Law Review

No abstract provided.

Wi-Fi Everywhere: Universal Broadband Access As Antitrust And Telecommunications Policy, Hannibal Travis

American University Law Review

No abstract provided.

Strengthening Auditor Independence: Reestablishing Audits As Control And Premium Signaling Mechanisms, Sean M. O'Connor

Washington Law Review

As recent scandals have demonstrated, ensuring the independence of auditors from the publicly traded clients whose books they inspect is one of the most vexing problems in the financial world today. Arguably, the imposition of a mandatory audit system through the 1930s federal securities laws created the modem problem of auditor independence. The core issue is that the statutory audit is simply a commodified cost of doing business for issuers that imposes an impossible obligation to serve an unspecified "investing public" on the auditors. Yet, this investing public neither hires, fires, nor controls the auditors. Instead, the audit relationship is …

Fast, Cheap, And Creditor-Controlled: Is Corporate Reorganization Failing?, Melissa B. Jacoby

Buffalo Law Review

No abstract provided.

The Implications Of The Third Circuit's Armstrong Decision On Creative Corporate Restructuring: Will Strict Construction Of The Absolute Priority Rule Make Chapter 11 Consensus Less Likely?, Harvey R. Miller, Ronit J. Berkovich

American University Law Review

No abstract provided.

Brand New Deal: The Branding Effect Of Corporate Deal Structures, Victor Fleischer

Michigan Law Review

Consider the unusual legal structures of the following four deals: When Google went public in 2004, it used an Internet auction to sell its stock to shareholders. When Ben & Jerry's went public in 1984, it sold its stock only to Vermont residents. Steve Jobs's contract with Apple entitles him to an annual cash salary of exactly one dollar. Stanley Works, a Connecticut toolmaker, considered reincorporating in Bermuda to reduce its tax liability. Under public pressure, it changed its mind and remains legally incorporated in Connecticut. What do these deals have in common? In each case, the legal infrastructure of …

Take It Slow: A Novel Concept In The Life Of Sarbanes-Oxley, D. Skylar Rosenbloom

Washington and Lee Law Review

No abstract provided.

Megasubsidiaries And Asset Sales Under Section 271: Which Shareholders Must Approve Subsidiary Asset Sales, Yaman Shukairy

Michigan Law Review

Corporate law statutes determine the nature of the relationship between shareholders, the principal owners of the corporation, and the board of directors, those w ho run and operate the corporation. Under the Delaware General Corporation Law ("DGCL"), many of the powers are delegated to the board of directors. More specifically, under section 141, "the business and affairs of every corporation . . . [are] managed by or under the direction of a board of directors . . . ." The Delaware courts have interpreted this provision by deferring to decisions by directors and their designated management under the business judgment …

Preparing Multinational Companies For Transfer Pricing Audits Of Intangibles, Thomas C. Pearson

Brigham Young University International Law & Management Review

No abstract provided.

Realigning The Corporate-Stockholder Relationship: Facilitating Stockholder Communications During Active Proxy Solicitations, Michael Burgoyne

Vanderbilt Law Review

The bankruptcy of the Enron Corporation in December of 2001 "sent shock waves throughout the country" that forced both Wall Street and the average investor to rethink our system of corporate governance. WorldCom, the second-largest long distance carrier in the United States, topped Enron by filing an even larger bankruptcy in 2002 with pre-petition assets estimated at a staggering $103,914,000,000. Although these were two of the largest bankruptcy filings in United States history, Enron and WorldCom were merely the tip of the iceberg. Similar scandals at Adelphia Communications, Arthur Andersen, Global Crossing, HealthSouth, Qwest, Rite Aid, Tyco, and Xerox represent …